SecProbe.io

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Mail Stop 3561								August 18, 2005

Via U.S. Mail and Fax (52-81-8114-1771)

Patricio Jimenez Barrera
Chief Financial Officer
Axtel, S.A. de C.V.
Blvd. Gustavo Diaz Ordaz 3.33 No. L-1
Col. Unidad San Pedro
San Pedro Garza Garcia, N.L.
Mexico, CP 66215

Re:	Axtel, S.A. de C.V.
	Form 20-F for the year ended December 31, 2004
      Filed April 27, 2005

	File No. 333-114196

Dear Mr. Jimenez

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the year ended December 31, 2004

Item 5.  Operating and Financial Review and Prospects

Overview, page 31

1. We note your use of `average revenue per user` as a key
performance indicator.  It is not evident from your disclosure of
how
you arrived at the measure.  In this regard, describe for us and
identify the components use to calculate the measure.

Summary of Contractual Obligations, page 37

2. It does not appear to us that your summary of contractual
obligations include interest payments. Revise the table to include
interest payments on your debt financing. For your guidance refer
to
Item 303(5)(A) of Regulation S-K and SFAS No. 47, paragraph 10.

3. In addition, we refer to your disclosure on note 21(f) with
respect to annual operating leases amounting to $33.8M. Tell us
the
reason of why you believe the payments do not need to be included
in
the summary of contractual obligations.

Note 24  Differences between Mexican and United States Accounting
Principles, page F-34

4. We refer to your disclosure on page F-8 with regard to your
telephone concession rights. Describe for us how you considered
the
guidance under US GAAP with regard to the useful life of your
telephone concession rights.  Refer to paragraph 11 of SFAS 142
and
Appendix A, example 4.  In addition, you should revise your
disclosure to discuss the significant differences, if any, in the
accounting of the concession rights.

5. We note your disclosure on page F-12 with regard to how you
account for impairment of property, systems and equipment and
other
non-current assets under Mexican GAAP.  Please provide a
discussion
of how you evaluate impairment under US GAAP.  For your guidance
refer to SFAS 144.

Note 24 (g) Gain on extinguishment, page F-39

6. Tell us how you determined the fair market value of the equity
issued to Nortel.  In addition provide us your calculation of the
gain recognized under US GAAP.

Note 24 (h)  Supplemental Cash Flow Information under US GAAP,
page
F-40

7. Revise your disclosure and provide adjustments of the cash flow
items to reconcile to US GAAP.  Please refer to Form 20F Item 17
(c)(2)(iii).

Note 24 (k) Segment Information, page F-42

8. We note your disclosure that you believe that you operate in
one
business segment.  It also appears from your disclosure that you
are
suggesting that you have two operating segments consisting of the
Mass Market and Business Market.  In light of the fact that you
have
launched your operations in twelve cities and that you offer local
and long distance services, as well as data and internet services
and
are able to track the revenue generated by these services
separately;
describe for us your analysis for determining your operating
segments.  For your guidance, refer to paragraph 10 of SFAS 131.
Also since you are stating that the two revenue streams are so
similar that they can be expected to have essentially the same
economic characteristics, describe for us in more detail your
analysis of how you determined that your operating segments meet
the
aggregation criteria of paragraph 17 of SFAS 131.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Al Rodriguez, Staff Accountant, at (202)
551-
3370 or Ivette Leon, Assistant Chief Accountant, at (202) 942-1982
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

							Sincerely,
							/s/ Carlos Pacho
							for Larry Spirgel
							Assistant Director
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Patricio Jimenez Barrera
Axtel, S.A. de C.V.
August 19, 2005
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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